The Truth Hides In Shadows
by Zanza Flux
Summary: Ben is a mystery to everyone. He keeps his secrets to himself. He thought he had his most vulnerable parts well hidden. He never expected a simple little thing to bring a past pain to the light of day.
1. The Cat Has Your Tongue

**AN:** This story takes place after Halloween Fright 3. It's based on the 2D Bendy and Ink!Henry AU artwork and stories of shinyzango and themarginalartist on tumblr.

 **Disclaimer:** Bendy and the Ink Machine is owned by TheKindly Beast. I only own my OCs.

* * *

June had never been so exasperated in her life. She never claimed to be the most patient person in the world. Henry could put up with a hell of a lot more than she could and Jason was so laid back, she looked like a crazy person in comparison. There was someone in her home that was testing what little patience she had all the time. That someone was named Ben.

Now June thought that by letting Ben keep the little kitten, that would keep the demon occupied, and teach him to be gentle. For the most part, it worked. She only had to scold him a few times when he would pick Cloudy up by the scruff of his neck or tossed him into the air like a fluffy baseball. Each time June told him off, Ben would smile and nod, and wasn't angry in the slightest. In fact, he looked happy about it. She'll never understand him.

Ben would pull pranks on her too. He would sneak in and move things while she did chores around the house. He was always stealing cookies from the cookie jar. June had to keep a steady supply on hand just for him. The girls didn't mind because sometimes he would sneak them some cookies when she wasn't looking.

"Aw c'mon Juniper. He could be doing worse things." Jason chuckled from behind his newspaper.

"Well, since you think it's so funny," she smirked with her arms crossed over her chest, "you can buy the cookies from now on!"

* * *

Besides looking over her shoulder whenever she cooked, Ben would pop in on her when she least expected it. He seemed to enjoy catching her off guard. Well, at least he wasn't scaring her to death.

One morning, June had some neighbors over at her home. Mary and April had children in the same grades as her girls and they liked to get together to laugh about the things their children do.

She had just served them hot cups of coffee and what cookies Ben hadn't stolen yet. They were talking about if they should throw a Christmas party for the children this year. June joked that she should decorate 'Lucy' with lights and garlands to look like Santa's sleigh.

"Maybe I can get Jason to dress up like Santa Clause." The women giggled at the image of the redhead dressed up as jolly St. Nick. June was smiling behind her cup of coffee when movement from the kitchen caught her attention. Ben was there! He poked his head through the doorway and laughed silently as she nearly choked on her drink.

Her friends were at her side patting on the back as she tried to catch her breath. Ben waved a stolen cookie at her before ducking out of sight. Both women asked her if she was okay and all June could do was nod. 'I'm gonna kill him!' she thought as she tried to keep Mary from going into the kitchen to get her a glass of water.

June explained his appearance away during Halloween, stating he was an actor in a costume. That would be a little harder now since it was the middle of November! Bendy could sort of get away with it because he was small and cute. Even then, a few of her neighbors voiced their concerns about him. Ben was a whole different story. There was no hiding the fact that he was rail thin and taller than most basketball players, then there was the eerie air that always surrounded him. She didn't think he was doing it on purpose. It was just who he was. June was kind of…sort of getting used to it, but she knew others might not be so accommodating. She really didn't want to deal with that headache right now.

After a few minutes, June excused herself and headed for the kitchen. Of course, the demon was gone and the cookie jar sat in the middle of the table. She just shook her head. She was going to get him back for this. A slight smirk tugged at her lips. She just needed to figure out how.

 **OoOoOoOoO**

Revenge came in the form of a short, plump, and jolly older woman by the name of Pearl Anderson or Grandma to the girls.

Jason decided to take his dad on a weekend fishing trip and Pearl saw it as a perfect opportunity to visit June and the grandchildren. The kids were excited. June was…worried. She knew Ben would show up sooner or later. She was already going through several stories in her head while waiting for the older couple to show up.

Jason wanted to cancel the trip because of a certain demon, but June wouldn't hear of it. She promised that she would keep an eye on Ben. Everything would be fine! At least, she hoped so.

A blue pickup truck pulled up in front of the house Saturday morning. The girls ran out the door just as their grandparents stepped out the vehicle. "Grandma! Grandpa!" both girls yelled and threw themselves at the older couple. Jason chuckled and followed close behind with a large bag and fishing rods in his hands. June was fussing at the children because it was cool out and they didn't have jackets on.

There was laughter and warm hugs for everyone. Pearl even pulled her into a bone crushing hug. June hoped that she was as strong as the older woman when she reached her age.

"Alright guys, we gotta go!" Jason announced as he threw his things in the back of the truck. "If we get to the cabin before dusk, we might be able to catch something."

June gave the Senior Anderson a hug and wished them both a safe trip.

"Hey Juniper, when we get back, we'll have a good ole fish fry!" Jason poked his head out the open truck window with a big grin on his face.

June chuckled, "That sounds good, but you're cleaning them first!" She shuddered at the thought of scales and fish guts all in her sink. Jason gave her a mock salute as they drove off.

Pearl put her arms around the girls and walked back towards the house. The grandmother barely removed her coat when the girls were talking her ear off. They pulled her over to the couch where they showed her the grades they got on their last math tests. The girls spent the rest of the afternoon playing games and showing their grandmothers the drawings they made of Cloudy.

"You have a cat? When did you get a cat?" The little kitten peaked around the couch to look up at the older woman. She clicked her tongue to get the little cat to come to her.

"Yup! Ben found him." Beth waved a piece of yarn in front of the kitten and he pawed at it.

"Ben? Who's Ben?" Before June could answer, there was a soft splashing sound coming from the other side of the room. Ink bled through the far wall to form a dark doorway. A few moments later, a tall lanky figure stepped through.

Cloudy mewled and ran up to the dark creature. He knelt down and scooped the kitten up into his large hand.

"Um, June?" Ben turned towards the owner of the new voice and froze. He hadn't noticed the woman sitting there. Was she one of the neighbors? Was he in trouble?

"What…who is this?" June heard the slip up and winced internally. Pearl was staring at the demon and subconsciously pulling Beth toward her. The move didn't go unnoticed by Ben and the corners of his mouth turned downward slightly.

"Momma Anderson, this is Ben." June said quickly. She stood close to him and waved toward the couch. "Ben, this is the girls' grandmother." When the demon tilted his head slightly, she added, "She's Jason's mother." At that, he nodded, and his smile returned.

Pearl stood up and approached cautiously. She took note of the way he held the little kitten close to his chest. The bundle of grey fur was pawing at his floppy bow tie. Even though she couldn't see his eyes, she knew he was watching her. The older woman couldn't help but look him up and down. "Ben?"

"Yeah. He and Bendy come from the same place." The demon growled softly at the mention of the other toon but June ignored him. "He's a…friend." Ben fell silent at that.

"Oh okay…" The older woman seemed to be at a loss for words. Her warm, brown eyes studied the tall figure before her. June stepped back and watched as Pearl walked around the demon. The expression on her face was unreadable. Ben stood still as the older woman looked him up and down. His smile looked at little shaky and his fingers curled around Cloudy protectively.

Pearl stopped in front of Ben. "A friend huh?" Her voice trailed off. After a moment of silence, she turned to June with a frown on her face. She waved her hand at the demon in slight agitation. "If he's a friend, then why aren't you feeding the poor boy?!"

Pearl's sudden outburst caught June off guard. Her thoughts stalled at the strange question. June's mouth opened and closed a few times and the only thing she could stutter was, "W-What?" It wasn't the most intelligent response she could muster, but she was at a loss for anything else to say.

Pearl put her hands on her hips and glared at June sternly. "Look at him! He's practically skin and bones!" To prove her point, she reached out and grabbed Ben's ungloved wrist. She held his long arm out and shook it. "He's skinnier than Jason was when he was thirteen!"

June knew that Ben was strong enough to pull away, but at this moment, the demon looked too shocked to do anything. He was just standing there with his mouth slightly open and Pearl continued to poke him here and there. June coughed into her hand to cover up the laughter that was bubbling up her throat.

A poke to his stomach brought the demon out of his stupor. "Goodness gracious, look at your stomach! And-And are those your ribs!? You must be starving to death!" Ben tried to move away from the older woman, but his back hit the wall. If June had to hazard a guess, the demon's never had anyone fuss over him before. He didn't know what to do.

Ben looked at June and she swore she heard what sounded like a whimper from him. She wished she could see his eyes because she'd bet he was begging for help. She was about to intervene, but a devious thought popped into her head, and she couldn't stop the evil grin that tugged at her lips. The demon must have noticed because his frown deepened.

"I try to feed him," she said sweetly. June was all doe eyed innocence and Ben hissed at her. She shrugged and feigned exasperation. "but sometimes he doesn't want to eat anything!" Oh Ben was not happy with her. The hand that wasn't holding the kitten was twitching like crazy. He wanted to grab her. Too bad she was too far away.

Ben startled and stopped glaring at June when Pearl poked him in the stomach again. The woman looked up at him with her brown eyes practically sparkling. "Well, that settles it! You're joining us for dinner tonight!"

Ben shook his head and the ink ran down his face even more. **"Noooo…but…I-** " June had never heard him stutter before. She covered her mouth to stifle her laughter, but it wasn't working.

Pearl stabbed a finger in the demon's direction. "No "buts" young man!" Ben hissed at her but the older woman wasn't deterred. She took his ungloved hand in her own and patted it softly. "Don't fret dear. I'll fix something really good and you'll love it! I promise."

Ben looked at Pearl, then at June, and finally the girls. The children wanted him to stay for dinner. They stood next to their grandmother and battered him with a chorus of "pleases!" He grumbled for a few moments but finally agreed to stay if they'd just stopped looking at him like that. The demon mumbled something about "going soft" when the children cheered.

He watched as the grandmother and the kids marched into the kitchen leaving him alone with June. She stood there with her arms crossed over her chest. She looked too pleased with herself. He'd have none of that! He shuffled over to her. Soon Ben was staring down at the woman and growling softly.

For a brief moment, June forgot who she was dealing with. It was so much fun to see the ink demon panic for a change. Now that she was alone with him, she started to get nervous. She was sure he wouldn't do anything, but Ben could be unpredictable at times. The look of menace on his face was slightly ruined by the little grey kitten rubbing his cheek against the demon's floppy bow tie.

As the silence stretched on, June started to get very jittery. She swallowed dryly as Ben leaned down until their faces were inches from one another.

 **"You ssset me up!"** he hissed. The edges of Ben's mouth twitched until it turned into a lopsided grin. **"I knewww you were evil."** The demon chuckled and June released a breath she didn't know she was holding.

"Yeah, well-" she brushed some stray hairs behind her ear and smiled. "this is payback for that stunt you pulled with the neighbors." June's snarky tone surprised her. She finally relaxed. He wasn't angry and wasn't going to hurt her. It felt strange to be joking around with Ben but he seemed to appreciate it.

June reached up and gently scratched Cloudy behind the ear. It was funny how Ben held the little kitten like a child holding a teddy bear. She thought it was cute if a little odd for such a fearsome being to find comfort in such a small creature.

June shook her head as she walked past him. She stopped in the doorway of the kitchen and looked over her shoulder. "Don't try to run or she'll fix even more food for you the next time you visit."

Ben sighed, resigned to his fate. He followed June into the kitchen where the grandmother was rifling through the cabinets.

* * *

Once a meal was agreed upon, the kitchen was filled with the sound of Pearl's cheerful voice. She was puttering around the stove and talking to Ben. Even though he didn't say much, June could tell he was listening.

Pearl was searching for certain seasonings for the baked chicken she was preparing. She opened the cabinets but wasn't having much luck. The older woman asked June and she told her that it might be in one of the top shelves. Sure enough, there it was. Unfortunately, Pearl had the same problem as June in that it was too high for her to reach.

"Oh no, this has to be my son's doing. He's just like his father! Putting things just out of my reach…" the older woman grumbled and Ben stood in the corner, snickering. The sound caught Pearl's attention.

"Ben, could you be a dear and get this for me. Please?" The demon froze before looking unsure. He looked between June sitting at the kitchen table and Pearl standing at the stove. He hesitated for a few seconds before shuffling over to the cabinet. The grandmother pointed to a small glass jar on the top shelf. The demon grabbed it and handed it to her. She thanked him and showed him what she needed it for.

June sat at the table while the girls played with the kitten on the floor. Pearl was even shorter than her and sometimes it looked like Ben was looming over her. The older woman didn't seem to mind. She spoke with him cheerfully, sometimes asking him questions. He would either nod or shake his head and chuckle whenever she said something funny. It was oddly normal. Well, as normal as you could get with an eight foot tall demon standing in your kitchen.

Ben didn't lay his head on Pearl's shoulder. June sighed. That just proves that he did it to annoy the heck out of her. June frowned as she watched the two interact. Pearl would reach out and pat the demon on the arm. She didn't flinch or shudder at the feel of the demon's inky skin like June did. She didn't seem to mind Ben standing so close either.

June felt a slight twinge in her heart. She knew she had a hard time being around the demon. It was difficult for her to shake the bad memories of him she had from the studio. She tried not to panic if he moved too fast or touched her. It didn't help that he hissed or growled whenever he didn't like something causing her nerves to be all out of sorts…

But, the more she watched him, the more she realized…he was trying. After the incident with the squirrel, he was being a lot more careful. Especially when he was playing with Cloudy. He still snuck up on her, but it was all in good fun, she guessed. Not once did he try to scare the girls, at least not on purpose. They would annoy him from time to time and he would growl a warning, but stopped short of violence. Heck, he even brought them toys from the studio! Sure they were old and needed tons of cleaning to get the thick layer of dust off of them but it was the thought that counts.

June closed her eyes. Since Ben was trying, maybe she could too. She wasn't sure if she could treat him like her nephew, Bendy, but she could try to be a little calmer around him. Maybe not shudder so much when he touched her. It's going to be hard. He's so cold and the smell of stale ink. Just the thought of it made a shiver run up her spine.

A light tap on her hand caused her to jump. When she opened her eyes and Ben was standing there! She didn't even hear him move. She had to take a deep breath to get her rapid heartbeat under control. He was looking down at her. The edges of his mouth was turned down slightly. Sometimes June wondered if the demon could hear her heart trying to thud out of her chest.

Most of the time, he enjoyed scaring her a little bit. He would lean in close and laugh at her for being so jumpy. Only this time, he wasn't laughing. In fact, he looked…concerned? It was hard to tell what he was thinking when she couldn't see his eyes. June had to rely on his body language and even that was iffy at times. Still, she was getting better at reading him.

June sighed and shook her head. "I'm alright Ben. I was just thinking about something." The demon stood there for a few moments until Pearl called him. She needed his help again. He hesitated for a second before moving away.

She watched as he shuffled back to Pearl and she pointed to something on the high shelf. June smiled softly. Yeah, she needed to try harder. He deserved that much.

* * *

Dinner was…interesting. The elder Anderson refused to let Ben sit on the floor, not when there was a perfectly good chair he could use. Ben grumbled at this but relented if only to get the pushy woman off of his case. His legs seemed a little too long to sit in the chair comfortably. He hissed at June because she was laughing and Pearl scolded him for it.

Watching him try to use the utensils was fascinating. It wasn't that he couldn't use them, it was that they were too small for his large hands. He fumbled with the fork in his long fingers. June chuckled and reached over to show him how to hold it correctly. She could tell he was growing frustrated.

Ben froze when June touched his hand. Her slender fingers brushed against his own as she corrected the hold he had on the fork. She only shuddered slightly but smiled at him warmly, amusement danced in her green eyes. He was more shocked by the fact that she was helping him. When she was sure he would be alright, she moved back, and continued eating her own food.

It appeared that Ben loved the chicken and roasted potatoes, but drew the line at the carrots. No amount of scolding from Pearl would change his mind. It got to the point where June had to get the grandmother to stop nagging him. She could tell that Ben had reached his limit by how stiffly he sat at the table and him silently staring Pearl down.

The girls tried to use the demon as an excuse for not eating their own vegetables. If Ben didn't want to eat his carrots why should they? That argument wasn't going to fly with June. A reminder that their favorite movie was going to start soon got the kids to finish their carrots quickly.

The kids and Ben were watching television in the living room while June and Pearl washed up a few dishes in the sink. They chit chatted about this and that until the grandmother grew quiet. June noticed the way she kept glancing into the other room. Before she could ask if something was wrong, the older woman's voice broke the silence.

"Hey June?" She paused at the uncertainty in the elder Anderson's voice.

"Is Ben, um, safe to be around the girls?" June glanced at the woman as she continued to wash the bowl in her hand. "What do you mean?"

Pearl frowned and put up the glass she just finished drying. "Look, I'm not naïve! He's nothing like the other one. Bendy is small and cute and friendly!" The grandmother pointed towards the living room. "Ben is kinda scary." She whispered.

June stared down at her hands for a moment. She sighs and a soft smile tugs at her lips. "Yeah, he is pretty scary. I don't know a lot about him to be honest." She handed Pearl the last dish to be dried and turned off the water. She turned to look at the other woman fully. "The first time we met, well, left me a little shaken-" June's eyes were a little distant, "for reasons I don't want to get into."

"It took us awhile to really trust him." June leaned against the counter with her arms crossed over her chest. "Things were a little rocky at first, but he's been trying very hard to fit in. Jason and I will always keep an eye on him." She shook her head and chuckled at the bemused expression on the older woman's face. "The girls have grown to like him and you should see the way he is with the kitten."

Pearl put her hands on her hips and looked very serious. "And what about you?"

June blinked and stared down at the floor. She had been wondering that herself. Things have been a little strange between them this past couple of weeks. Sometimes it was hard to be around him after everything that happened in the Studio. She never knew what she might say to set him off. It always felt like she was walking on eggshells around him.

June looked into the living room. The kids were sitting on the floor with Ben. They were watching a movie on TV. Cloudy was curled up on Ben's shoulder, sound asleep. They were laughing and Sarah was pointing at the screen. The demon nodded and she could hear his wheezing laughter all the way from there.

June smiled. "Well we have some things to work through, but I'm sure we'll be fine." Just then, Ben looked in her direction. He tilted his head and wiggled his horns slightly. June had never seen him do that before. She couldn't help but laugh at the silly display. She had a sneaking suspicion that he heard everything they said.

Both women joined the small group in the living room. They spent the rest of the evening watching the movie until it was time for Ben to leave. He stood up, gently lifted the little kitten off of his shoulder and handed him to Pearl. The elder Anderson looked surprised.

"Heading home Ben?" The demon nodded. "Alright. You have a goodnight Ben." The girls also wished him a goodnight as he headed for the wall near the kitchen's entryway. Ink bled through the wall and soon a dark doorway opened up. The demon stepped through and disappeared.

The grandmother looked down at the sleeping kitten in her hands, then at the spot on the wall where the demon vanished. "Why did he give me Cloudy?"

June chuckled. "Well, he tried to follow Ben home a few times, so we hold the little fuzz ball until he's gone." She scratched the kitten behind his ear. "Trust me, it's not safe for a little kitten there…or for anyone." June mumbled that last part. Pearl looked to her for a better explanation, but June didn't want to get into it. Not now. It would just make the older woman more wary of the demon than she already was.

The rest of the weekend went by without a hitch. Jason and his father showed with a cooler full of fish. Mercifully, they were cleaned and scaled. That night, they had a good helping of fried fish with the rest ending up in the freezer.

Pearl was telling her husband about Ben. Jason was relieved that nothing happened while he was gone and that the demon wasn't here now. He really didn't want to explain that to his father. June just hugged him and told him that everything will be fine.

 **OoOoOoOoO**

Ben would never say this out loud, but he really cared about his little Cloudy. The kitten was always so happy to see him. The little grey bundle of fluff would run up to him whenever he entered the house and rub against his feet, mewling like crazy. He would scoop the kitten up and sit him on his shoulder where it would rub and head bump his chin.

June thought it was the cutest thing she'd ever seen. She even took a few pictures of Ben playing with the kitten. She put the photos in an album for him to look over whenever he wanted. She would giggle and call him a big softy. He didn't mind.

Sometimes while playing with Cloudy, he would create a kitten doppelganger out of ink. Ben's creation was the perfect playmate for the little kitten and the girls. The kittens would chase each other around the living room, tumbling, and pawing at one another. Ben did this little trick so often that the children gave it a name: Shadow. The demon even got better at keeping the ink kitten stable longer. He could let it roam around before its form broke down and it looked more like a creature from the studio. Ben would reabsorb it before that happens.

The more Ben allowed Shadow to interact with others, the more his creation seemed to be more aware of itself. The inky kitten could do things on its own without him taking direct control of it. His creation was learning how to be a kitten from Cloudy. They hid under the couch, tried to climb the drapes (much to June's chagrin.), and even ate together…or tried to. Ben had to stop that because it kept dripping ink into the food. He didn't want Cloudy to get sick.

The truth was, Shadow was basically an extension of himself. Ben used his ink to create the kitten. It shouldn't be able to act on its own, but it does. This became disturbingly apparent when the inky kitten ran up to June and rubbed against her feet. The woman was bemused by this. She looked to Ben for an explanation but he had none. She just shrugged and stepped over it as she headed for the couch.

Shadow watched and waited for June to sit down before running up to her again. At first, it tried to jump up onto the couch, but it couldn't. It's short legs and lack of solid claws kept it from getting a good grip on the fabric. After falling to the floor for the third time, it pawed at June's leg and mewled pitifully. She stared at the ink kitten and looked just as confused as Ben felt.

June reached down to pick Shadow up. She held it up and looked into its glowing violet eyes. "What do you want?" she chuckled. June sat the ink kitten on her lap. It blinked at her and meowed. The sound caused her to wince slightly. It sounded too garbled and wet. Very unnatural.

Shadow wiggled out of her hands and lightly head bumped her in the stomach. This caused a bubble of laughter to crawl up June's throat. She tried to scratch the little thing behind its ear only to forget that it was made of ink and not fur. Her fingers froze when it touched its inky flesh. Shadow looked up at her and uttered a sound that was as close to a tiny whine as something without vocal cords could muster.

June sighed and smiled warmly. She ran her fingers softly behind the kitten's ear. It did its best impression of a purr as it leaned into her hand. "Wow, you even act like a real cat." June whispered.

She was so fixated on Shadow that she failed to notice the way Ben was watching them. He could feel the soft touch from June's fingers as she rubbed his creation's cheek. The demon could feel a slight tinge of emotion from it. Happiness. It was happy that she touched it, that it made her laugh, that it made her smile. The longer this went on, the more annoyed Ben got, and for the life of him, he didn't know why.

Ben moved so fast, June wasn't prepared. He grabbed the ink kitten and held it in his large, gloved hand. It squirmed and waved its little paws between the gaps in his fingers. It screeched as its body melted and turned into a small blob of thick ink. The demon squeezed his hand and absorbed the ink back into his body. The last emotion that flashed across his consciousness was fear. It left a bad taste in his mouth.

"Ben?" He wasn't sure how long he stood there, staring at his hand. He lifted his head slowly to stare at June. She looked confused and maybe a little scared. "Why did you do that?" Why indeed. The demon had a hunch, but he wasn't ready to confront the problem right now.

 **"It wasss unssstable.** " Ben hissed. He turned and walked away before June could say anything. He needed to put some distance between them. He needed time to think.

* * *

It took Ben a few days to recreated the kitten again. It was more out of curiosity than anything else. He silently studied his creation as it interacted with the others.

Shadow played with the children and Cloudy as it always had. It didn't even mind Sarah scooping it up and carried it around in her little basket. Sometimes the girls would throw pretend tea parties with Cloudy and Shadow as their guests. It was quite amusing to see both kittens with little hats on their heads, sitting at the table. June thought it was too cute and took plenty of pictures that he was sure would end up in the photo album.

His creation was wary of Jason. It often hid under the couch or under the girls' bed when he was around. Ben wasn't sure why the man made his creation so nervous. The demon found himself keeping a close eye on the man even thought he was sure nothing would come of it.

Things seemed normal for the most part until it came to June. This frustrated him to no end. Shadow wanted to be around her when the girls weren't around. He begged for her touch and attention. It made the little ink kitten so happy to see her smile or to just talk to it. It made Ben angry to see it act that way.

The demon would send his creation a mental warning to behave. A warning it promptly ignored and so Ben ended up seizing control of its body. The only outward sign that he had done anything was the way the inky kitten's body jerked to a stop. The little thing had the nerve to try to fight him too. It was at that point where Ben snatched it up and reabsorbed it into himself. Every time he did that, the tang of fear from his creation stuck with him long after it was gone.

Ben had made the mistake of loosing his temper and snatched up kitten in front of the children. They ran to their mother and cried that he 'killed' Shadow. June had reassured them that the kitten was okay and the demon could bring it back whenever he wanted…which he did the next day. Ben only did that because he wanted to…and not because the girls threatened to never speak to him again.

Sarah begged him to bring Shadow back so she could play with it. Ben huffed and reformed the inky kitten with a mental warning for it to behave itself. Sarah took it from him and ran upstairs to join her sister and Cloudy. Well, as long as his creature was busy with the children, it shouldn't get into too much trouble.

June was standing by the stove. There was a small radio on the counter playing soft jazz music. She swayed from side to side and hummed to the song as she stirred something in a large pot. She was distracted. This was the perfect opportunity for him to sneak up on her. He always enjoyed giving her a good scare.

Ben's grin grew a little wider as he started to shuffle towards the kitchen. He walked past a group of pictures on the mantle, but something caught his eye. Sitting among the framed photos of smiling faces was one he didn't notice before. Set in a large wooden frame was a photo of himself, Sammy, and Norman standing behind June and her family. They all looked so happy. Well, as happy as Norman and Sammy could look without facial features. Even Henry had a soft smile on his face.

Ben reached out with a shaky hand and picked the photo up. He stared at it. This was his first Halloween outside of the studio. He had so much fun. So many tasty treats eaten and a spooky maze explored. He got to be around normal people and played at being a 'monster' to a group of children. Sammy got to play some classic tunes and Norman showed some old Bendy cartoons. That night was…perfect.

June was chopping carrots up to put in her beef stew. This was Jason's favorite. He was on a job but he should be home in time for dinner. She always liked to listen to music while she worked. The sounds of a good, strong bass, a sexy saxophone, and drums always put her in a good mood. June added the carrots to the stew and was stirring it in when some cold, wet, and heavy landed on her shoulder. And she jumped. Of course he'd sneak up on her like this. She didn't even hear him coming.

"Ben!" she shouted. "Don't scare me like that!" He didn't move. He didn't say anything. June turned her head slightly. He was standing too close. She couldn't get a good look at his face. "Ben?" More silence. He always laughed at her or made some comment about her being so jumpy. This was starting to worry her. "Ben, what's wrong?"

Ben didn't answer her, but he finally backed away. June got a better look at him. The demon was hunched over with his head hanging low. He seemed to be staring at something in his hand. "Hey, whatcha got there?" The demon's hand shook as he held the object out to her. It was the photo she framed a few days ago.

June chuckled and took the picture from him. "Do you like it?" Ben didn't say a word, but nodded. She smiled and ran her fingers over the smooth wood of the frame. "I just had this developed a few days go. I thought it came out really nice, so I framed it." June turned off the stove. She brushed past him and headed back into the living room. She straightened out some other frames on the mantle and put the picture back with the others.

" **Why?** " The suddenness of Ben's voice caused June to jump, again. She turned to find him standing behind her. He could be surprisingly quiet when he wanted to be.

"What?" She wasn't sure what he was asking her. Ben sighed and pointed to the picture.

" **Why… did you put it there?** " She blinked. June thought it was a strange question. She looked over her shoulder. She was sure she put it back in the same spot. It wasn't crooked or anything. He did say that he liked it. She wasn't sure what the problem was.

June turned back to him and shrugged. "This is where I keep some of my family photos." Ben's body grew very still. The silence that flooded the room was thick. The hairs on the back of June's neck stood on end. She didn't know what was going on. After a very long pause, Ben's entire body jerked. It was so sudden, it made her flinch.

" **Fffamilyyy…** " Ben said in a whispering hiss. This just left her really confused. Why was he acting like this? Before she could ask him anything, she heard a scream. June's heart raced. It came from upstairs. She gave the demon one more glance before running up the stairs.

June headed for the girls' room. "Beth! Sarah!" She ran into the room and found the girls standing near a puddle of ink under the windowsill. A blob of the thick substance sat in the middle of the mess.

"Mommy, something's wrong with Shadow!" Beth wailed. She was clutching Cloudy in her arms.

"W-We were just playin' and-and he…melted." Sarah sniffled and rubbed her eyes.

The blob of ink wiggled and stretched like something was trying to claw its way out of it. June grabbed the girls by their shoulders and pulled them away as the blob began to get bigger. It shifted and undulated forward like it was trying to reach for them.

She should be running. The little voice in her head was screaming that she needed to run! June knew this, but she couldn't turn away from the morbid sight before her. By the time they backed halfway across the room, the inky blob had ballooned in size. It was bigger than one of her kids and it kept growing. The surface rippled and stretched from all sides. Strange gurgling sounds could be heard from within the mass.

Something was forming from the ink and June didn't like it! She knew she was getting close to the doorway. All she had to do was grab her girls, turn, and make a break for it. Just as that thought crossed her mind, her back hit something cold, wet, and solid. A large gloved hand landed on her shoulder and held her in place.

"Ben!?" She tried to squirm out of his hold, but his fingers dug painfully into her shoulder. June continued to struggle. A deep growl from the demon caused her to freeze. She looked up at him but he wasn't even looking at her. He was staring at the blob of ink.

"Mommy?" The sound of Beth's voice brought her attention back to the thing across the room. The blob of thick ink began to take shape. A part of it stretched and bulged forward. A frighteningly familiar round shape formed from it. Small, horn like protrusions grew on top of it and a large, blocky toothed smile stretched across its ink covered face. She couldn't see its eyes through all the dripping ink. "Oh my god…" June gasped.

A slim neck formed behind the head. It flowed in a body so skinny that it's ribs were very pronounced. Its arms and legs were lanky. The spine grew spiky ridges along the length of it and a long, whip-like tail curled down to the floor. The puddle of ink it sat in got sucked back into its body as it finished forming.

* * *

He knew he had messed up as soon as he heard the scream. He had lost his concentration and something happened to his creation. He knew he'd loose control of its form and it might devolve into a puddle of ink at best…maybe something close to a small searcher at worst. He wasn't expecting something that looked eerily similar to himself.

It sat near the room's only window. Its head swayed from side to side and its body jerked erratically. Ben could still feel it in the back of his mind. A swirl of simple emotions forming inside of the creature. It was confused and lost. There was a sense that it needed to find something…or someone.

"Ben, w-what's happening?!" The creature's head snapped to the direction of June's voice. The chaotic swirl of emotions became crystal clear and its focus was completely on her. It stood up on wobbly legs and walked towards them. Well, walk might not be the right word to describe it.

Ben had watched Cloudy play numerous times. The little kitten would stalk across the floor before it pounced on his favorite toy. The kitten was still young and clumsy so attempts at hunting was quite amusing. The way his creation was moving screamed predator! And yet, something felt off.

June was trying to run, but he wouldn't let her. Not yet. Ben needed to know what will happen. The creature wanted something from her. He could feel it. He would make sure his creation didn't harm them, but he needed to sate his own curiosity. So he blocked her escape and watched his Shadow slink across the room. It moved with a fluid grace that wasn't possible for himself. Not with his twisted body.

His creation slowed to a stop a foot away from June and the kids. She pushed the girls behind her the best she could with the ink demon at her back. The woman purposely put herself between his creation and her children. Standing this close, it must have stood a little over three feet at the shoulder and was very imposing in spite of its thin build. Ben could feel her shaking as the creature inched closer. It burbled and hissed softly as it closed the distance between them.

June gasped when it took one more step and pressed its head against her stomach. Everyone went quiet except for the creature that was rubbing its head against the woman's stomach. She stared at his creation. Familiarity alit her eyes. Ben watched as June reached out gingerly. Her hand shook slightly as she ran the tips of her fingers behind the creature's horn. It made a strange gurgling noise that sounded suspiciously like a content purr.

Sarah peaked around her mother's skirt. She recognized that sound. The little ink kitten made it all the time when they played with it. This sound was louder, deeper, and coming from something that was way bigger than the little kitten that loved to chase Cloudy around the room. And yet, it was the same sound.

"Shadow?" June whispered. The creature stopped rubbing its head against her and sat on its haunches. It looked up at her and murmured wetly.

* * *

Happiness. That emotion was radiating throughout his creation's body. June knew who it was and she wasn't going to run away. It wont hurt her or the little ones. It can make her happy again! It will make her smile…

It was too much! These emotions, they weren't his…but they could have been… No, he could never have this. She would never…not after the studio. Not after everything's that happened!

Shadow jerked away from June. The only warning she had that something was seriously wrong was the deep growl that emanated from Ben. The grip on her shoulder grew tighter and she only had a split second to grab the girls before Ben shoved her to the side.

Shadow scrambled back as Ben stormed into the room. With the ink demon blocking its path, there was no way out. The creature pressed itself against the wall. Its limbs were quivering as it curled up to make itself as small as possible. It keened in distress as Ben reached out to it.

Ben shuddered. Fear, fear, FEAR! This overwhelming emotion was pounding in his skull. He tried to block it out, but it was too strong. This intrusion of another's emotion only fueled the anger building in his chest. He hated feeling fear. He hadn't felt fear like this since the first few weeks after his own creation. Joey took his disappointment out on him every day and he swore he'd never feel like that again! He will tear this creature apart…

The demon loomed over his Shadow. The creature keened with its head pressed against the wall. Its thin tail was wrapped tightly around its feet. It was trying to make itself look as harmless as possible, but it wasn't working. Ben reach out again.

The demon was going to return it to that cold, dark place. It didn't want to go back there!

"Ben, wait!" June approached his side cautiously. She slowly put herself between him and the creature that was causing him so much pain. His hand started to shake. He hissed and leaned forward. She needed to get out of his way!

"Ben! P-Please wait…" the fearful tone in her voice and the way she threw her hands up to defend herself was the only thing that kept him from pushing her out of the way. " **It'sss unssstable!** " he growled out.

June flinched and took a step back, nearly tripping over the creature behind her. "I know, I-I know, but-" she looked over her shoulder at the quivering mess behind her. It had stopped its incessant keening and was whining softly. "is it dangerous?"

Ben tilted his head. It was such a strange thing to ask that it gave him pause. He considered her for a moment before a cruel sneer crossed his face. **"It'sss as dangerousss as I am.** "

June scowled at him. "You know what I mean!"

Ben looked at June, then down at his creation, and back at her. He knew what she meant, he just didn't understand why. The fear was still pulsating through Shadow's body, but it had also grown curious. The demon sighed and took a step back. " **I sssense no killing intent from it. It will not harrrm you orrr your fffamily.** "

June's shoulders sagged and she ran her fingers through her hair. A thoughtful expression crossed her features. "If that's the case, could it stay?"

He just stared at her. He couldn't believe she was asking him this. And apparently, neither did his Shadow. A cautious hopefulness brushed across his consciousness. **"Are you sssure?** "

June shrugged, then winced. She rubbed her sore shoulder. Something in Ben's chest grew very tight. He didn't mean to be so rough with her. "Well, Jason and Henry might not be too happy about this, but-" she sighed and her lips quirked up into a small smile, "we'll figure something out."

She stumbled slightly when Shadow stood up and leaned against her. June chuckled nervously and placed her hand on top of its head. "You're bigger and a lot stronger now, huh. You need to be more careful, especially around the kids, okay?"

Beth and Sarah stood on either side of Ben and watched their mother pet their much larger playmate. They looked up at him as though asking if things were really alright. The demon hissed and waved towards their mother. He was still angry that June stopped him, but he appreciated that the girls asked him first.

Beth stepped a little closer. She held Cloudy close to her chest. Shadow leaned forward and seemed to sniff at the little kitten in her arms. Cloudy wiggled partially out of her arms and pawed at the ink creature's face. It burbled and head bumped them both.

Sarah was a lot more cautious than her sister. She was more than happy to stand back and watch her sister interact with the scary beast. Unfortunately, Shadow had other plans. It lowered its head and bumped the little girl in the stomach gently. It did this over and over again until it heard her giggle. She smiled and rubbed her tiny hands against its cheek.

"He's just like that cat from Alice in Wonderland!" Beth laughed as she studied Shadow's face.

"What cat?" Sarah touched one of its horns. It wiggled slightly in her hand.

"Y'know! The one with the big smile." Beth's face scrunched up as she tried to remember the name. "Chesh…Cheshi…Chesha?"

June shook her head and smiled. "The Cheshire Cat."

"That's it!" Beth cheered. "We have our own Cheshire cat now!" Both girls giggled and Shadow tilted his head. ' _Well, they weren't wrong.'_ June thought. Shadow would fit well in a darker version of that tale.

June noticed the way Ben was standing a few feet away from them. He still looked tense and stared at them. Once she was sure the girls would be alright, she walked over to him. His head jerked in her direction as she got closer. She subconsciously wrapped her arms around her midsection and looked up at him.

She never realized just how much he must keep bottled up inside. She didn't know anything about him or what happened to him to make him the way he is. Maybe it was time she found out, because they couldn't go on like this. One day she's going to say or do something and he'll really hurt her even if he didn't mean to.

"Ben, if you need to talk-" she sighed and ran her fingers through her hair. "about anything, anything at all, I'll listen." She couldn't force him, but she could wait for him to come to her.

All the tension drained from Ben's body. She wasn't angry with him, even though he messed up. She was even will to listen to him. He wasn't ready though. His story was a painful one and if he talked about it now, he knew he would do something really stupid. It still made him angry and he didn't want to take it out on her. Still, he was grateful that she left the invitation open to him.

" **Ttthank you."**


	2. Acceptance

**AN:** This story takes place after Halloween Fright 3. It's based on the 2D Bendy and Ink!Henry AU artwork and stories of shinyzango and themarginalartist on tumblr.

 **Disclaimer:** Bendy and the Ink Machine is owned by TheKindly Beast. I only own my OCs.

* * *

Ben was curious to see what Shadow would do when they returned to the Studio. The ink cat stuck close to his side for the first few days, but started to wander off on its own as it grew more comfortable in its new home. The demon noticed some interesting things about his pet.

Shadow loved hunting Butcher Gang clones. It would stalk them in the darkness and pounce on them when they least expected it. He also found out that his creation could open its mouth to reveal very sharp teeth. It could also form strong claws that it used to tear the clones apart. Ben felt an odd sense of pride at seeing just how ruthless his creation could be and how well it hid that side of itself from June. She would freak out if she knew.

The demon found Shadow curled up on top of the large Bendy plush in the Heavenly Toys workshop. Sometimes it would even have a small Boris plush resting between its paws. Ben also found a few Alice toys with their heads torn off, sitting in the corner. Looks like his creation shared his dislike for the angel as well.

Sometimes the large ink cat would follow him back to June's home to spent time with her and the children. Other times, it would stay behind to do its own thing. Ben didn't need to worry about his creation because he knew it could take care of itself.

Shadow sometimes sat at Sammy's feet as the former prophet played a soft tune on the piano in the music department. The demon always liked to hear Sammy play, even if he didn't always show it. The musician was startled by Shadow's presence at first but relaxed when he realized the creature just wanted to hear him play.

His creation was very wary of Norman. It kept its distance as it watched the projectionist from afar. Norman was baffled by the creature's strange appearance, even remarking that it looked like a feline version of Ben. That wasn't too far from the truth. The ink cat would show up and Norman just shook his 'head' and went about his business. When Shadow followed him, the projectionist was often working on something. Norman didn't seem to mind the skittish creature's company. He'd even talk to it while tinkering with the smaller projectors from the storage closet.

Then there was the angel. Ben had no love for Alice, but he'd tolerate her for the sake of the fragile truce he had with the inky trio. There was something about her that seemed to set Shadow off. His creation often stalked the fallen angel if she wandered the lower levels. The demon wasn't sure why she was down there, but he had to mentally restrain his creation before it attacked her. And while Ben loved to cause her grief, he was confused by his creation's behavior. Sure it attacked Butcher Gang clones, but that was more like a game. With Alice, something was wrong. Shadow wanted to tear her apart! It wanted to 'stop her!' from doing what, he wasn't sure.

It didn't make sense, it was frustrating, and he hated being frustrated about anything. It didn't help that his creation could only express itself with flashes of emotions so it couldn't tell him why it wanted to attack her. Either way, he warned Shadow to leave the angel alone and so far, it complied. They had a good thing going and Ben didn't want all of his hard work undone because his creation wanted to rip Alice's throat out.

 **OoOoOoOoO**

The atmosphere around the Anderson home began to change. There was a festive feel to everything around him. Everyone seemed happier and had an extra pep in their step. Even Jason greeted him with less suspicion than usual. June was in a cleaning frenzy. She moved from room to room and made sure things was as tidy as could be. Ben finally got her to slow down and explain what was going on.

"Well, the holidays are coming. The girls will be out of school for a couple of weeks and their grandparents will be here for Christmas dinner." June chuckled and her green eyes sparkled. He had never seen her this happy before. "Even Henry'll be taking off for a couple of weeks so that he and Bendy can spend Christmas and New Years with us!"

Ah, that's what was going on. He knew of the holiday. The Studio produced several cartoons based around that special day. He had never celebrated Christmas himself. Joey never seemed interested in the holiday except in how he could make money from it. The workers were too wrapped up in meeting the crazy deadlines he set. They barely had time to take care of themselves let alone interact with him.

Ben hissed softly. He wasn't sure if he was comfortable being around so many people. Especially if Henry and the little ink spot was going to be there. The demon didn't know how the man would react to his creation roaming the house. He knew Henry wouldn't be happy to have another ink creature hanging around his family…

"I want you to be there too!" June smiled up at him. Ben shuddered. He was going to skip that day entirely. Maybe come back when everyone was gone, but now June wanted him to be there. She actually wanted to share that special day, with him? No one had ever wanted him around before. Not like this. Still, he didn't want to do it. He still had issues with Henry and didn't want to ruin the day because of it.

" **I don't ttthink that'sss a good idea…** ". He tried to weasel out of it but June wasn't letting him off the hook. She looked him right in the eye and pouted. She actually POUTED! And that one look hurt him more than any physical pain he suffered in all his years wondering the ink filled halls of the Studio.

"C'mon Ben, it'll be fun! I promise." A soft smile graced June's face. "There will be some fresh sugar cookies in it for you. I know how much you love those." She said in a sing-song voice. Now she was trying to bribe him with cookies? The corners of his mouth twitched. Damn it, it was working!

June jumped slightly when something bumped her side. It was Shadow and it had little Cloudy perched on its back. She scratched it behind its horn and it burbled softly. "You can come too Shadow. I need someone to keep Cloudy out of trouble." She giggled as the little kitten pawed at her fingers.

Ben shook his head. Of course his creation wanted to go. He growled at the creature for jumping at June's invitation so quickly. It made it hard for the demon to refuse the woman's offer. Traitorous ink cat! Ben could feel just how pleased it was to put him on the spot.

He could already feel his resolve breaking. The mental nudging from Shadow and the promise of those delicious cookies made it hard for him to say 'No'. In the end, the demon agreed to be there. June's face lit up and it made her green eyes sparkle again. She thanked him over and over. If this woman asked him to kill someone, he'd probably do it just to bring her that much joy. Not that she would ever ask him to do something like that! June was too good of a person to want someone killed. She was nothing like Joey.

* * *

Within a week, the Anderson household was buzzing with activity. Even through the inky haze that constantly covered his eyes, he could see the splashes of reds, greens, and golds around the house. Garlands and bells hung from every doorway. Paper snowflakes were taped to every window and soft music played on the radio.

All these little touched made the demon wish the studio could have been like this when he was created. Maybe things would have turned out differently. Maybe Joey would have appreciated his workers more instead of wanting more from them and giving false dreams in return. Ben hissed softly. He didn't like the melancholy thoughts that were creeping into his mind. Luckily for him, June and the kids were around to take his mind off of things.

With his height, Ben often ran into the low hanging decorations. This resulted in Beth and Sarah giggling at his misfortunes while June tried to untangle the glittery mess from his head. It's hard to look scary when you had silvery tinsel hanging from your horns.

He had to stoop slightly because she was so short and he couldn't help but make fun of her for it. " **Do you need a ssstep ladder?** " Ben chuckled as June frowned at him.

"Look, most humans aren't as tall as you and I can't help it if I'm so-"

" **Ssshort?** " June huffed and crossed her arms over her chest. She tried to look angry but her lips were twitching. It threatened to break her stern façade. It was funny how he was able to read her so well. He had never been able to do that with anyone else before. She must be growing on him.

"Keep it up! I'll let the girls 'help' and you'll end up looking like a walking Christmas Tree." June smirked. Ben's head snapped back and he looked over his shoulder. The children had a shiny green and silver garland wrapped around Shadow's neck and head. His creation was content to sit there and let the girls play dress up. Ben, not so much.

" **You wwwouldn't dare!** " the demon hissed.

June chuckled and pointed to the pictures on the mantle. "Not only will I do it, but I'll take plenty of pictures too!" The demon lowered his head and mumbled something about June being pure evil. She laughed and continued to untangle a string of silver bells that got stuck to his horns.

Ben peaked through the curtain of ink that covered his eyes to study June. He was glad she couldn't see him staring at her. That would definitely creep her out.

She was still vary cautious around him, but not as afraid as she used to be. June smiled more, laughed more, and was able to relax a little around him. To see her smile made him happy. Even now, she was fussing over the strings tangled in his horns and could barely contain her laughter.

"Maybe I should keep these bells on your head. At least I'll be able to hear you coming." She chuckled, "You won't be able to sneak up on me anymore."

Ben's mouth tilted into a lopsided grin. " **Where'sss the fun in ttthat?** "

"Hah! It might be fun for you-" June gingerly removed the last of the silver bells. "I'm not sure if my heart can take much more of that!" Ben chuckled. He knew she didn't mean it and at the end of the day, it was all in good fun. Well, for him anyway.

Sometimes, he wonders if he had someone like June in his life back then, would things have turned out differently. He might have became the toon he was meant to be, instead of a monster that haunted the halls of the Studio. He could have learned to be better if they had given him a chance! If Joey had given him a chance…

Ben sighed internally. That was all in the past now and he couldn't change what happened. He will never be the perfect toon…but maybe he didn't need to be. June seemed to accept him for who he was, warts and all. Maybe that was enough.

"There ya go! You're free of those accursed bells." June grinned triumphantly. Ben stood quietly for a moment. He was so still, June began to worry. Before she could ask if he was alright, the demon swayed slightly, pitched forward, and laid his head gently on her shoulder.

"Ben?" June gasped. He surprised her.

He sighed and whispered, " **Thank you.** "

June looked a little confused. "You're welcome?" She didn't know what he was thanking her for. That was alright. Ben was more than happy to keep that to himself.

* * *

Ben walked into the kitchen one afternoon to find June baking cookies. The air was filled with a spicy sweet smell. It was something different from the other cookies she usually baked. When she pulled them out of the oven to cool, he got a better look at them.

The cookies were in the shape of little men. They were dark brown and smelled really good. "These are called Gingerbread Men. I love baking these around this time of year." June pulled out another baking sheet from the oven to cool. "I'm making a lot so I can give them away as gifts." She pointed to the pile of red metal cases stacked on the table.

Ben tried to reach for one but June shoed his hand away. "They need to cool off first and then decorated. Don't worry, I'll let you try one." She smiled up at him and the demon huffed out of frustration. He walked over to the table and studied the stack of tins.

Some of the lids had the words, "Merry Christmas", written in a neat cursive with what looked like a black marker on them. Ben shook his head . He picked up a blank lid and held it in his gloved hand. June had nice handwriting but he knew he could do better. He used the tip of his finger to write those words using his own ink.

The ink flowed across the metal surface like water. With a little concentration, Ben was able to create intricate patterns and swirls amongst the letter that would put the best calligraphist to shame. He wanted to do something a lot nicer than those messy scrawls he left on the Studio walls. He wanted it to be special.

"Woah Ben, that's beautiful!" The demon startled slightly. He was so caught up in what he was doing, he didn't notice June standing next to him. She traced the fine lettering with the tips of her fingers. "I didn't know you could do this."

The demon shrugged and handed her the lid. " **Joey…had a librarrry full of booksss.** " Ben lowered his head and stared at the floor. " **I taught myselfff. I ttthought…it would make him… happy.** " He could hear the shame in his own voice. Just thinking of the man made him angry. June reached out and touched his gloved hand. He hadn't realize it had been shaking.

She tugged on his hand to get his attention. June waited patiently until he looked at her. "It's okay to think of him from time to time." Her green eyes were full of understanding.

Ben growled and shook his head. " **He wasss a terrible perssson.** " He stared down at her hand. It was so small compared to his own and it felt very warm too. " **Nothing I did wasss enough. He wanted sssomething I could never give him**." After a moment, he turned his gloved hand over and held June's hand gently. He knew he was pushing his luck, so he waited for her to pull away…but she didn't.

June sighed. "It's true. He did a lot of terrible things- " she squeezed his hand. "It still doesn't change the fact that he was all you had for a very long time." She gave him a shaky smile. "He's gone and you're still here. You may never forget your time with him, but it shouldn't stop you from living."

Ben stared at her as he thought about what she said. In the past, he was more than willing to fade away after Henry defeated Joey. At the time, he was just tired. He was empty and lived on hate for so long, he had nothing left in the end. Now, he was glad that horrible woman brought him back. It ultimately gave him a chance to find what he had been missing all along: Acceptance.

He raised June's hand and pressed it against his cheek. Her eyes grew wide but it seemed more out of shock than fear. He decided he liked this look more than what he usually saw in her eyes. His grin grew a little wider. " **Ttthank you.** "

She laughed nervously. "Well, I have more cookies to bake! Do you think you can do more of this wonderful writing for me?" Ben nodded and let go of her hand. The idea that other people will appreciate his handiwork made his chest swell with pride. The fact that he felt this way for doing something good verses all the awful things he'd done over the years, felt really nice.

As Ben worked on the tins, June started decorating some of the cookies that cooled on the sheets. He watched her pipe icing on the gingerbread men's hands and feet. She placed little candy pieces on the figure like buttons on a vest. Ben thought they looked like cartoon characters. He really wants to try one for himself.

He didn't have to wait long. June presented him with a gingerbread man after he was done writing on the last tin lid. It had white icing on its hands and even a tiny white bowtie on its chest. Its face was white with tiny pieces of candy for eyes and a big candy grin. It surprised him that she made this cookie especially for him. He almost didn't want to eat it.

"Go on, try it!" June giggled. "I'll be making more for you and Bendy."

Ben almost hissed at the mention of the other toon's name so he bit the head off of his gingerbread man instead. The taste was interesting. The mixture of sweet from the icing and candy to the spiciness of the cookie itself was pleasantly surprising.

"Do you like it?" The demon nodded and popped the rest of the cookie into his mouth. He tilted his head back and hummed softly. June went back to decorating more cookies. She took a break when the girls came home from school, then spent the rest of the afternoon trying to fend off a demon, and two little girls from stealing the rest of the cookies. Laughter filled the room as June shoed them all out of the kitchen. Ben still managed to snag three cookies without her noticing. He handed each girl a cookie and hushed them when his partners in crime started giggling.

In spite of everything, June managed to finish baking and decorations the gingerbread men. She placed a few in each tin and she was ready to give them to her neighbors and friends. She kept the tins with the Bendy cookies for themselves. She needed to hide them until Henry showed up or Ben would eat them all. The demon just chuckled because it was true.

* * *

Henry and the little ink spot finally showed up and things got very entertaining. Ben knew the old animator wouldn't be happy to see another inky creature running around his sister's home. Sure enough, he pulled June to the side and demanded an explanation.

Ben was surprised that June didn't tell Henry beforehand. She tried her best to explain what happened, even if she didn't understand it all herself. She wasn't being vague on purpose. The demon could tell it irritated her brother that he couldn't get a straight answer from her. Henry tried asking him but Ben refused to go into detail. He wasn't ready to reveal Shadow's true nature to anyone, yet.

Speaking of Shadow, his creation's reaction to Bendy and Henry was interesting to say the least.

Ben could sense a great amount of curiosity and apprehension from Shadow when Henry was around. It wanted to approach the old animator but was afraid of how he reacted. There was a certain amount of mistrust on the Henry's part as well. No matter how much June told him how harmless Shadow was, he didn't quite believe her. The demon had to admit, Henry had good instincts. His creation wasn't as 'harmless' as June thought and the old animator knew it.

As for Bendy, well, his creation was intrigued by the little toon. There was a sense of familiarity there that drew the ink cat to him. Upon their first meeting, Shadow had pushed a very shocked Bendy against the wall where it pressed its large head against the little toon's chest. The girls thought it was cute. They thought the ink cat was nuzzling Bendy, but it wasn't. It was listening. It was listening to his-

Ben shook his head and growled softly. He sent such a strong mental warning to his creation that it caused it to whine and back off abruptly. Bendy was left shaken and a little confused. "W-What's going on?" Ben just grunted and walked off. He could feel Henry's eyes on him but he didn't say anything. Good. Ben was not in the mood for this right now.

* * *

Ben was slightly perplex by the sight before him. There was a tree sitting in the corner of the living room. A real tree! It smelled of pine and earth. It had little crystal bulbs of different colors and shapes, silver bells, gold stars, and twinkling lights strung around it. There was even an angel sitting on top. The demon winced in the presence of the angelic figurine.

Truthfully, the tree was beautiful. He had never seen so much color in one place before. He couldn't help but reach out and brush the tips of his fingers against the delicate crystal ornaments. There was even two black and white ones. Somehow the colors swirled around one another within the bulbs and when the light hit them just right, it seemed to flow around one another like ink.

"Henry and I saw them at a shop and I thought they were really pretty." Ben looked down to see Bendy standing next to him. The little toon was rubbing his gloved hands together nervously and fidgeting. The demon rolled his unseen eyes. He wasn't going to attack the little ink spot. He gave June his word he wouldn't. He wasn't a liar like some people.

Ben reached down and tapped Bendy on the back of the head. This caused the little toon to yelp and nearly jump a foot off the ground. The demon chuckled and stooped down until their faces were a few inches from one another.

" **Relaxxx. I won't bite!** " Ben's smile grew slightly sinister. Bendy audibly gulped and took a step back.

"Funny Ben, real funny!" Bendy crossed his arms over his chest and scowled up at the tall demon.

"Ben, stop teasing Bendy!" June chided as she walked out of the kitchen. She sat on the couch near the children while Henry stood in the archway. Ben straightened up in surprise and wondered how she saw him from the other room. The little toon laughed and stuck his tongue out at him.

Ben growled and tried to grab the toon but he darted out of the way. He ran over to the girls who were sitting around the coffee table. They were doing their homework. Books and papers were strewn all over the table.

A soft pawing at his foot caught his attention. It was Cloudy. The little kitten was staring up at him with his wide, golden eyes. Ben scooped the cat up and sat him on his shoulder. The kitten's purr vibrated against his neck as he rubbed his head against the demon's chin. Ben sighed and returned his attention to the tree. So many colors… He wasn't sure how long he stared at the glittering ornaments, but a soft voice caught his attention.

"Mommy? Ben is coming for Christmas, right?" Sarah asked. June smiled and said yes. The girls seamed happy about it. Bendy looked worried and Henry looked unhappy about it all. Ben didn't care what those two thought. June wanted him there. They would just have to deal with it.

"If he's coming, can Mr. Norman, Sammy, and Ms. Alice come too?" Beth's smile could rival his own. All eyes were on a very nervous June.

"Oh gee guys, I dunno. We're going to have a pretty full house as is…" It made sense to Ben. With him and Shadow coming, things might get a little cramped in June's modest home. Of course, things like logic didn't really matter to children. Both girls were staring at their mother with large, pleasing eyes.

"Please mommy, pleassse can they come?!" Beth had jumped up and grabbed June's hand. "Please? We can make room for them too!"

"Please mommy?" Now it was Sarah's turn to beg. She wasn't as loud as her older sister, but she was better at the 'puppy dog eyes'. Ben could see the corner of June's eye twitch. Even Henry looked amused. There was a ghost of a smile on the man's lips.

"It'll be great Aunt June! Just like Halloween…" the little toon trailed off as he made eye contact with Ben. The demon could actually see the wheels turning in Bendy's head. "Besides, Ben could bring them like he did the last time! Right?"

Now they were all looking at him. There were a variety of emotions playing across their faces. The children and Bendy looked excited. Henry was curious. June looked worry. She even shook her head slightly. She wanted him to say 'No'.

Slowly, a mischievous smirk spread across his face. He didn't forget the stunt she pulled with the grandmother. Payback time! " **Yessss**." The children cheered, Henry just shook his head, and June…well, she was not happy. She scowled at him with her eyes so narrowed, her green eyes almost looked black. She picked up a pillow from the couch and threw it at him. It hit him squarely in the face with a dull thump. The sudden movement frightened the little kitten perched on his shoulder. The demon could feel little claws digging into his shoulder.

The room grew very quiet as Ben pulled the pillow away from his face. Henry was ready to put himself between his sister and the demon. June's eyes were wide and her mouth opened and closed like she wanted to say something but couldn't. The demon frowned slightly. She looked scared but she didn't need to be. He wasn't going to do anything. He thought he had proved this already. He thought they were past all of this!

They all stared at each other for a tense few seconds until the quiet was shattered by two little girls and a toon demon giggling behind their hands. Ben smiled and calmed Cloudy down with a scratch behind his ear. June relaxed, taking a few shaky breaths. She finally agreed to let the others come. Henry placed a comforting hand on her shoulder.

"It'll be alright Juney. We'll figure something out." Henry gave the demon a side-long glance, but said nothing to him. June shot the demon a hot glare as well. Ben just stood there with a lopsided grin plastered on his face. He was actually quite proud of himself. He got her angry enough to chuck a pillow at him! They really have come a long way.

* * *

Before Ben returned to the Studio, the girls ran up to him with something in their hands. They were pieces of colorful paper with glitter and random shapes on them.

"We made cards for them!" Beth hopped and pointed at the pieces of papers in his hand. She was really happy to show him the figures that was supposed to be the inky trio standing near a Christmas Tree.

"Can you give it to them? Please?" Sarah asked softly. She was looking up at him and rubbing her small hands together. The child was anxious. She probably thought he'd refuse. It's just that, he couldn't say 'No' when she looked at him like that.

Ben nodded, turned, and disappeared into an inky portal.

 **OoOoOoOoO**

The demon stepped out onto the upper level and was greater by the sounds of a piano playing. A feeling of contentment swept across his consciousness. Ben knew exactly where his creation was. He shuffled down the hall and found Shadow curled up around Sammy's feet as he played a merry tune.

Ben approached the former prophet slowly as to not startle him. Sammy stopped playing and hissed when he noticed the demon coming closer. Shadow burbled and ran up to Ben. The demon patted the large ink cat on the head before handing Sammy one of the cards.

He turned and continued down the hall until he ran into the projectionist and the angel. Both were a little surprised to see him. Alice stepped back but Norman stood his ground. The demon held out the last two cards. He waited patiently for Norman to take them from him.

Norman handed Alice her card and they read them carefully. The projectionist gasped, " **Wait, it's almost Christmas!?** " It was hard to keep track of time, let alone what day it was! **"I don't believe it…** " Sammy walked up to the rest of the group, waving his own card in his clawed hand. He had the biggest, toothy grin on his featureless face that Ben had ever seen. " **Heh, the girls gave you one too?** " The former prophet hissed and pointed to the words written in crayon and glitter.

" **June wantsss you all to be there asss well.** " Ben almost laughed at the reaction he got. All three heads snapped in his direction. If Norman had a mouth, he was sure it would be agape.

" **T-They want US to be there?"** Ben nodded. Norman sounded so surprised. He really shouldn't be. Those children had such big hearts. They looked past the monsters they were to become their friends. Even June befriended a soulless demon like himself. They will never know how grateful he was for that.

The trio turned to one another. " **Oh wow…we'd love to go. It's been years since we've celebrated the holidays.** " Sammy agreed. He turned toward the angel. " **You're coming with us this time Angel**." He left no room for an argument. Alice just smiled. It made Ben's skin crawl.

The projectionist sighed and scratched the back of his 'head'. " **Aw man, we don't have anything ta give them.** " Norman huffed and stared down at the floor. He sounded upset. It didn't crossed Ben's mind to bring a gift.

Sammy placed his hand on Norman's shoulder and hissed softly. " **The Vault? What about it?** " The former prophet hissed and pointed downward. " **Hmm, you think we might find something down there?** " Sammy nodded. " **Well, it's worth a shot!** " Ben could almost hear the smile in Norman's voice.

" **Hey Ben, do you think we can take a little trip to The Vault?** " The demon was surprised that they even asked him. " **I think we might find something nice ta give the children.** " Ben tilted his head in thought. There were plenty of film reels and records in the Vault. Surely something down there will make a nice gift. He agreed to transport them as close to the Vault as possible. He waved his gloved hand at the nearest wall and an inky portal appeared.

Norman and Sammy moved toward the portal but Alice stayed behind. The projectionist noticed and waved her over. " **You comin' angel?** " Ben watched as the fallen angel shook her head.

"You boys go on ahead. I'll see if I can find something around here." Sammy cocked his head to the side and hissed. "Yeah, I'm sure. Have fun on your little scavenger hunt." The angel smiled but it didn't seem…right. She had been acting strange for awhile but Ben couldn't put his finger on exactly what was wrong. It didn't help that Shadow was quietly glaring at her the entire time. It really didn't like her.

The demon forced his creation to go through the portal after Norman and Sammy. He didn't want to start any trouble. Besides, he could always deal with the angel later. She had a nasty habit of sneaking down to the lower levels, alone. If push comes to shove, it wouldn't be too hard to stage a little 'accident'.

* * *

EN: Sorry guys, this chapter is super late. I just started a new job and I've been really busy. Then I ended up rewriting this chapter three times. I hope you guys enjoy this and thank you for your patience.

Reviewer Kim: You are such a good writer! What is your secret?

Answer: Practice, practice, and more practice. Each time I write a story, I get a little better. I read other stories and learn new techniques. I also love reviews and take criticism to heart. It all helps me to be a better writer.


	3. Grudges

**AN:** This story takes place after Halloween Fright 3. It's based on the 2D Bendy and Ink!Henry AU artwork and stories of shinyzango and themarginalartist on tumblr.

 **Disclaimer:** Bendy and the Ink Machine is owned by TheKindly Beast. I only own my OCs.

* * *

This isn't good. She was so close to freeing herself of this hellhole! She tried to be careful too. She snuck down to the library to look through more of Joey's books. There were clues as to how her brother invoked the gods and maybe she could use that to help herself. He was very good at scattering his findings so no one else could steal them. Knowing her brother so well, it was easy for her to find what she was looking for.

The problem was, she had to sneak down to the lower levels without the others knowing. She got away with it for awhile until that creepy ink cat showed up. She had to watch her back because the damned creature was stalking her. Did the demon create that smiling…thing to keep tabs on her? He must be onto her or close to it.

Time was running out! There was no way she could keep up this façade if she was forced to go to June's house. She just knew she'd loose it if she was in the same room with the siblings. It was their fault she was in this mess in the first place! There would be nothing to stop her from trying to gauge June's eyes out.

No, if she was going to put her plan into motion, she needed to do it now! She went into one of the rooms and grabbed a rusty bucket full of ink and a large brush. First things first, she needed to take care of Norman and Sammy.

* * *

An hour or so later, ink bled through a wall, and formed into a dark doorway. Two tall figures stepped through. They carried various objects in their hands as they made their way down the hall.

" **This was a great idea! I'm sure the kids are gonna love these. Henry should get a kick out of it too!** " Norman held up an old film reel. It was one of the first Bendy cartoons that featured Alice and Boris. It was about a fun afternoon at an amusement park and all the trouble the little devil gets his friends into. **"I have a little projector I've been working on. I can give that to them too."**

Sammy nodded and held up a record. " **They'll really like that. You on piano and Susie singing a nice jazzy number."** Sammy smiled, flashing his sharp teeth. He had recorded this back when Susie started working for the Studio. Joey thought she was only good for voicing chickens and inanimate objects. He knew she had more potential than that. One afternoon, he took her aside, and had her sing a song. He recorded it and played it back for Joey. Afterwards, she got the job voicing a new character, Alice Angel. Susie was so happy back then…before it all went to hell.

They placed their treasures on a table and Norman went into the storage closet to pull out one of the small projectors he was working on. He placed it on the table and noticed that Sammy was looking around. **"What's wrong?"** The former prophet hissed and waved his hand. " **The Angel?** " Norman had just noticed that Alice wasn't there. " **Hey Angel! Where are ya?** " he shouted but got no answer.

Norman continued to call out to her while they searched the rooms. This place was old and falling apart. They were worried that something might have happened to her. **"C'mon Angel! You're starting ta scare us!"**

After a few minutes of searching, they headed down to the music department. Norman called out to her as they made their way down the hall. All of a sudden, Alice came out of one of the rooms. She closed the door behind her and was wiping her hands on her dress.

 **"Hey Angel!"** Norman and Sammy ran up to her. She jumped and stared at them both wide eyed. "Oh, hey fellas!" she laughed somewhat nervously. "Were you looking for me?" She smiled sheepishly and rubbed her hands together. "I'm sorry. I was looking for something that would make a nice gift." She pointed to the room she just came out of. "I found something in there, but I need some help getting it."

Norman stared at her, then at Sammy, then at the door. He couldn't help but wonder why she was down here by herself. This wasn't the first time she'd snuck off to look for things on her own. Every time they asked her about, she told them that she was looking for ways to free them of the ink. Sammy didn't like it and she told him not to worry so much. Norman sighed. They'll talk about this later.

 **"No problem Angel."** Alice opened the door and let the others walk ahead of her. It was very dark inside. Norman had to use his light so they could see. The room was large, but other that a few desks against the far wall, it seemed empty.

 **"So, what were you looking for in here?"** Alice didn't answer him. " **Angel?** " Sammy hissed softly. Something didn't feel right. Norman turned back towards the door. Alice was kneeling at the doorway with what looked like a large paintbrush in her hand. **"What are you-?"** He didn't get the chance to finish his thought.

In one quick stroke, the entire room lit up, and electricity shot through Norman and Sammy's body. They dropped to the ground like puppets with their strings cut. Their bodies convulsed on the floor as energy danced through their inky bodies. Norman couldn't tell if it was him or Sammy screeching. The awful sound filled the room.

He managed to open the shutter on his lens long enough to see glowing, yellow lines drawn under them. Sammy was laying on the floor a few feet from him. He whined as the teeth in his chest rattled loudly. Norman could barely move. His projector sparked and the glass that made up his lens cracked. All the while, Alice stood in the doorway with a strange grin on her face.

 **"A-Angel…why?"** Norman's voice was full of static and pops. The energy was wreaking havoc with his body. He tried to reach out to her, but could barely raise what was left of his arm as she stared at him. Her eye was so cold and he thought he saw a reddish glow in her empty eye socket.

"It's simple really." She shrugged and moved a little closer. "I finally figured out how to free myself from this damn studio. I just needed a little more time!" she sneered at him. "Thanks to the demon, I had to change my plans. That stupid cat of his kept following me every time I went to the lower levels. He must have created that thing to spy on me…" the angel trailed off as a crazed look crossed her face. Something was seriously wrong with her.

"The last straw was that stupid invitation!" She pointed the ink covered brush at him. "There is no way in hell I would step foot in that bitch's house." She growled. "Not after everything she did to me! And don't get me started on Henry…" The angel began pacing the floor again. She tugged at her black hair and mumbled to herself.

All Norman could do was lay there and watch her. Something was definitely wrong. Alice had no reason to hate June or Henry. As far as he knew, they seemed to part on good terms. The two women even talked for a bit before the family left the Studio. He didn't know who this was, but it sure wasn't Alice! **"W-Who aaare you?"**

The angel froze on the spot and turned toward him slowly. The look in her eye made him flinched. Her smile stretched across the ruined side of her face painfully.

"Y'know, when I brought you back, I thought you were just another mindless brute." She crouched down close to the lines without actually touching them. "Who would have guessed there was still a brain in there." She chuckled softly. "Nice to see you made good use of that microphone I attached to your head."

Norman's body shook and his shutter opened and closed rapidly. **"I-It c-c-can't be!"** The speaker in his chest was shorting out. " **You're dead! I-I-I sawww the demon d-d-drag you away!** "

The angel sneered. It looked so wrong on her face. How come they never noticed before.

"Oh Norman, you should know better than that." She waved her hand in his general direction. "You know that if you die down here, your soul gets trapped in the ink." The angel stood up and brushed some dust off her skirt. "It took me awhile to escape my glass prison and thanks to a curious, but clumsy Butcher Gang clone, I was able to make my way to Alice."

Norman's mind was racing. He couldn't believe this was happening. A garbled hiss let him know that Sammy couldn't believe it either. " **H-H-How long have you...?** "

The angel pointed to her head. "Since Halloween."

Sammy gasped. They both knew she was acting oddly after that day. She was so driven to find a way to free them and even more secretive. She would disappear for hours only to return with more books. Norman even thought it was strange how she was able to understand Joey's ramblings. All this time, it wasn't their angel! **"Isss ssshe d-d-dead?** "

The fake shook her head. "She's still alive, but I'm the one in control." Sammy's angry hiss turned into a mournful whine. Norman knew how he felt. Their angel was controlled by this crazy woman. To make matters worse, they were at her mercy. Norman could barely move. His arms and legs was nothing but stumps and he could feel his ink pooling under his body. He couldn't see Sammy but he knew he must have been going through the same thing.

" **What'sss g-g-going to h-h-happen…to…usss?** " Norman was loosing his voice. The glass in his lens shattered to a point where he couldn't see anymore. Sammy's screeches echoed throughout the room. The projectionist couldn't see the state of his friend, but he knew it wasn't good.

She was leafing through a black book with gold lettering. The Illusion of Living. "I was planning on getting rid of you both. I didn't want to take the chance of you ruining my plans." Her eye lit up when she found what she was looking for. "But I think I'll keep you both around. I can still use you."

She knelt down and picked up the paint brush. After glancing at the open book, she drew a small circle with a symbol in the middle near the glowing lines. As soon as she was finished, the lines of the larger seal blazed a fiery red. She drew something in the palm of her hand before placing it on the smaller circle.

The red glow was blinding. Sammy and Norman writhed around on the floor. Their bodies melted into two giant blobs of ink. The projectionist's 'head' rolls off his shoulders as the wires pop out of what is left of his body. Sammy was reduced to a puddle of ink with teeth and bone floating in it.

"You had the right idea Angel, but your execution was sloppy. Here, let me show you how it's done!" The seal flashed and the ink from the two bodies began to slowly flow into one another. The projector and wires were dragged to the center of the seal along with the teeth and bones of the former prophet. They swirled into a growing mass of thick ink until it starts to take shape.

A body began to take shape and as it rose higher and higher, four arms sprouted from broadening shoulders. Two were muscular with blunt, thick fingers. And the other two grew long and thin with gnarled clawed fingers. The projector sat atop a crooked neck and the wires stabbed into the figure's shoulders and one arm. It stood hunched over. Pops and cracks could be heard as a bony, spiky spine formed, partially protruding from its back. Large, sharp teeth formed like a zipper that ran down its chest. It stood on two long legs with broad, undefined feet.

"I should have done this before." She stood up and held out her hand. The small symbol pulsed and glowed softly as the energy from the seal on the floor faded. The amalgamation twitched as a red light from the projector shown down on her. The mouth in its chest cracked open and it emitted a deep, wall shaking growl. It took its first ponderous step forward. The floorboards creaked under its weight.

Within three steps, it reached the false Alice. It loomed over her but made no attempt to attack her. It stood there like a well trained dog, waiting for her next command.

"Perfect." She smiled and reached up to lightly touch the cracked lens of the projector. She scowled as an inky tear ran down her cheek. She wiped it away with the palm of her hand. "Oh please Angel, you have no room to judge. You felt no remorse for that Boris you butcher! At least they're still alive." She chuckled softly.

The woman grabbed the bucket, paintbrush, and exited the room. She ordered the amalgamation to follow. She needed to invoke the gods and finally gain her freedom.

* * *

They descended to the lower levels of the Studio. Anything that crossed their path was torn apart by the false angel's slave. Most creatures wised up and stayed out of their was. Joey's writings outlined hidden passages that she used to avoid most of the ink. If she couldn't go around the dark pools, she had her creature carry her across. Norman's sturdiness came in handy here. It seemed like only he and the demon could wade through the stuff without fear of being swept away like the other denizens of the Studio.

They came to a point where she needed to be carried across an inky river. There was a boat there, but her creature was too heavy for the vessel. It would have sunk the rickety vehicle. As they made their way to the harbor, neither one noticed the large, gloved hand that emerged from the dark water. It followed them silently at a distance. The entity ducked under the inky surface when they reached the docks.

The lost ones watched them with fear in their glowing yellow eyes as they passed through the tiny village. None would approach the angel with that large creature following her. As they traveled deeper, she found Joey's office, and spent some time listening to his recording. She really missed hearing his voice. It was just another reminder of what she's lost thanks to Henry…

As they made their way through the vault, she checked the map one more time. They were close to the main part of the machine. The fake froze in her tracks when inky veins began to crawl up the walls. The ink demon emerged from the hall opposite of her. There was only a wall of thick, cloudy glass between them. She held her breath as the demon and his pet slowly shuffled down the hall. She prayed that he wouldn't see her. Even though she had a bodyguard with her, she didn't want to face the demon again. She could lose everything and he'll do worse than just lock her away next time. She didn't want to take that chance and underestimate him again.

After she was sure the demon was gone, they kept going until they came face to face with The Machine. It was huge! Way bigger than the one she used to bring the inky trio back. She could see the smaller machine sitting on top of it. It was the crowning achievement of her brother's grand vision and truly awe inspiring. Unfortunately, what she needed wasn't inside the machine, but deep below it.

She ordered the creature to carry her across the inky moat. Instead of heading straight to the other side of the chamber, she ordered it to take her to the tunnel on the left side of the entrance. It was a tight squeeze for the massive creature but it managed to make it through.

She wasn't sure how long they wandered the dark tunnel. The little light they had was from the projector and a string of dim lightbulbs hanging from the ceiling. Shadows danced on the rocky walls as they descended. There was very little machinery down here. Just broken bits of picks, shovels, and miner helmets that were left by the workers a long time ago.

They came out of the narrow tunnel and out into a wide cave with high ceilings. Ink ran down the walls like slow waterfalls. Stalactites dripped with the thick substance and created pools on the rocky floor. Broken boulders and tools were scattered all along the ground. She could see thick pipes and small floodlights protruding from the walls. The lights did little to help her see so she had to rely on the harsh red light from the projector. They followed the pipes that lead down to another tunnel opening.

They walked a short distance until she could see the end of the exit. When they stepped through, they were met with a breath taking sight. The tunnel opened up into a large, stony canyon. They walked across the stony ground and onto a shore where an inky sea laid before them. The dark substance rolled like thick water. The cavern was wide and went back as far as the eye could see. Large, metal pipes were dug through the cave walls and plunged into the depths of the inky sea. This was the ink that fed into the main machine above them. This was… The Source.

"I made it…" she whispered. The cavern seemed to go on forever, the length of it disappearing into the dark. There were two long poles with floodlight attached to the top. She found the switches and prayed that they still worked. The area was soon flooded with dim, yellowing light. She froze at the sight of the rusted cages that lined the rocky walls on either side of her. Some were broken while others were surprisingly in tact. Ink coated the bars and she could see footprints leading away from the shore.

More miner hats, picks, shovels, and even an axe littered the ground here as well. "Heh, looks like some unfortunate souls met their fate down here." She was slightly disturbed by a few Bendy cutouts that seemed to wash up on the shore. 'How did those get down here?' she wondered.

The fake stood as close to the edge without letting the ink touch her. She imagined that this was where Joey must have stood when he first discovered this place. She wondered if he was just as awed as she was. All of their studies into the occult had paid off. Now it was time to invoke the gods and free herself of this godforsaken place.

Her creature stood at her back as she scanned the pages of The Illusion of Living. She closed her eyes and tried to ignore its heavy breathing or the way its sharp teeth brushed against her back. The words needed to be spoken correctly, or this won't work. She opened her eyes, took a deep breath, and held the book out before her.

 _ **"Ex chao et tenebris: hic me, domine! Invoco te. Causa est audit servus et humilis. Liberate me de isto carcere ex atramento. Ego te rogamus!"*** _Her voice bounced off the rocky walls. It echoed throughout the cavern but was met with silence. She waited a few minutes, but nothing changed. She repeated the words again. Louder and with more feeling. Nothing happened.

"I-I don't understand!" She read the words. Repeated them…over and over and over again. She took great pains to make sure her pronunciation was correct. Nothing worked. All that time she spent trapped in that glass bowl and then hiding in the angel. All of the research and secrecy. All of it was for nothing?!

She screamed and threw the book to the ground. It was useless! All of Joey's work…it's all worthless. It couldn't help her now. "WHAT AM I SUPPOSE TO DO!?" She ranted and raved as she paced the floor. The demon will find her. He will force her out and trap her again, only this time, no one will find her.

She fell to her knees and wrapped her arms around herself. She broke down and screamed until she nearly lost her voice. Hunched over and hugging herself she whispered, "What do you want from me?"

The cavern remained silent save for the gentle lapping of ink against the shore and the amalgamation's labored breathing. She'd come so far only to fail! Her shoulders felt heavy under the weight of everything's she done. At this point, she was out of options.

Her thoughts were interrupted by the sound of splashing. She looked out over the inky surface. It rippled as if something moved towards her. The fake stumbled to her feet and back up into her creature. It stood there like a brick wall at her back. Unmoving and growling softly.

The ink churned and bubbled as whatever was there drew closer. Once it got within ten feet of the shore, a figure rose up…and up…and up. It was a giant, gloved hand!

She couldn't believe what she was seeing. There was a long, slightly muscular arm with a large gloved hand towering over her. Whatever was attached to it must have been huge! She waited for the rest of it to rise out of the murky depths, but nothing happened. The arm just kind of swayed from side to side.

"Um…" she was at a loss for words. Was this one of the 'gods' that Joey made contact with? The thick fingers wiggled slowly as the length of the arm twitched. She was expecting it to grab her, but it just…stood there, waiting for something. A strange moaning sound came from it as well. She wasn't sure how that was possible since she couldn't see a mouth. It was all very disconcerting.

She took a deep breath and approached the edge of the shore cautiously. "A-Are you the Lord of the Ink?" The entity grew very still for a few long seconds. It reminded her of a snake when it's about to strike. It was quite nerve wracking. Ever so slowly, the hand bobbed up and down in what she guessed was a nod.

"Can-can you set me free?" It nodded slowly. This was it! She can finally leave this place!

She fell to her knees and threw her hands up to plea to this unknown god. "Please my lord, set me free of this inky prison!" The hand stopped twitching. It stood like that for a moment before it slowly waved from side to side.

She balked at its response. "Wait…NO?!" she started to panic. She was so close! She tugged at her black hair. "Why wont you help me?" Silence. She could feel the inky tears running down her cheek. "What do I need to do?!" If it needed a sacrifice, she would feed it as many souls as it needed, just as long as she got what she wanted!

The hand bent forward and caused her to back away from it. The fingers began to wiggle and the ink below the arm started to bubbled. Two streams of ink rose up. Two familiar figures took shape. One was tall, long limbed, and with a misshapen body. The other was short, well proportioned limbs, oval bodied, and its head seemed to float above its shoulders. Both had two horns on top of their heads.

She grimaced and hissed, "Bendy? What do you want with them?"

The dark figures shuddered violently and melted back into the ink leaving two black orbs floating over the oily surface. The orbs pulsated and the sound of two beating hearts echoed off the cavern walls. They crashed into one another, one absorbing the other until only one large orb remained. The loud beat of a single heart rang in her ears. The hand closed around the orb and squeezed until the beating stopped.

She ran her fingers through her hair violently and paced back and forth. "I need them…" she mumbled. "I need both of them…" She stopped in her tracks and stared at the floor. "I know where the demon'll be! This is his home-" she giggled hysterically. "he has no where else to go…" Her eyes were wide and wild. That damned demon! She wanted to leave this place without having to face him again. Looks like that's not going to happen. She looked at her creature. With the combined strength of Norman and Sammy, they might have a chance to subdue him, but that wasn't the problem.

"Bendy. That little toon is with Henry. How am I suppose to bring him here?" There was no way she was getting help from the ink demon. Especially when he finds out what she needs them for.

The gloved hand turned upright, opened, and started to wiggle its fingers. A wave of ink flowed up the shore. She jumped out of the way as the thick substance crawled across the rocky ground and made its way to the wall. The ink crept up the wall and began to swirl until it formed a hole. It continued to swirl like water going down a drain. The ink opened up into a dark tunnel that seemed to go on forever. It was a…portal!

This was too good to be true! She thought the ink demon was the only one that could create portals. Not only that, but this 'god' was giving her the means to drag that little toon back to the Studio. Turning back to the gloved hand, she asked, "Does that lead to the perfect version of Bendy?" The large hand bobbed up and down.

She wanted to scream. This was it. All she needed was to get her hands on the demons and she was home free! She could kiss this hellhole goodbye, but she needed to prepare. Once she grabbed Henry's version of Bendy, the ink demon won't be too far behind. The more she thought about it, the giddier she got. She could get her revenge on all of them before she leaves this place. The thought of ripping the little toon away from Henry and getting back at the ink demon made her extremely happy. She turns to the amalgamation.

"Go in there!" she pointed to the portal. "Bring Bendy back alive." Then a devious thought crossed her mind. She was sure the little toon never left Henry's side. "If anyone is with him, bring them back too. Bring them both back alive." she snarled. Not only will she make Henry watch as she takes his precious toon away from him, but he'll make an excellent sacrifice to the Lord of the Ink. Poor Juney. She'll know how it feels to loose her brother. She only wished she could see the anguish on the other woman's face. This plan was perfect.

The creature growled, the teeth in its chest rattled loudly. Its heavy footsteps caused the ground to shake as it stomped into the portal. Soon, it disappeared. She picked up the book, grabbed the paint brush, and the bucket of ink. She needed to prepare a warm welcome for her 'guests'.

* * *

 **Meanwhile…**

* * *

June sat on the couch as she folded the clean linens that had dried on a line she kept in the basement. She would have loved to hang them outside, but it was too cold for that. She had to make due with what she had.

Henry and Jason was outside wrapping the bushes and even 'Lucy' in Christmas lights. Her husband insisted on having the big red rig all lit up. He was determined to dress up like Santa and ride his 'sleigh' throughout the neighborhood. He could be such a big kid sometimes but that's why she loves him.

The girls were still in school so Bendy was sitting on the floor. He was wiggling a white feather in front of Cloudy. The little kitten hopped and pawed at it. The little toon giggled as the grey kitten tried to catch its prey. Cloudy tripped and rolled onto his back. Bendy tickled his belly as the kitten pawed and nibbled at his fingers. "I still can't believe it."

"Hmm?" June looked up from the sheet she was folding. Cloudy had climbed onto Bendy's lap and was purring softly. He was scratching the little kitten under his chin. The toon wasn't smiling.

"Ben." He shook his head. "I just don't get it…" He looked up at her. For a split second, the little toon looked very angry. "He did a lot of terrible things in the Studio. And not just to me and Henry, but to others as well!" Bendy sighed as the anger left him. "I watch the way he acts around you, the girls, heck even Cloudy! He's different…" He scratches the back of his head as he gets lost in thought. "I thought it was all a trick, but I really think he means it."

June stood up and walked over to Bendy. She placed her hand on his shoulder. "I think he just needed a chance and a little patience." Bendy looked less than convinced. She couldn't blame him.

June smiled sadly. "I know it doesn't excuse all the bad things he's done, but I want to help him…if I can." Bendy sighed and looked down at the kitten in his lap. He looked up at her with such sadness in his pie cut eyes, it hurt her to see him like that.

"Did Henry ever tell you how I was able to leave my page before we escaped the Studio?" June shook her head. "It was Ben. When we finally defeated Joey, Ben was free, but he started to fade away." The toon scratched the kitten behind his ear. "He gave up parts of himself so that I could be stable."

June stood there quietly and listened. It looked like this had been bothering her nephew for awhile now. "Even after all of that-" Bendy picked up the little kitten and hugged him to his chest. "I'm not sure I can…I just can't trust him. Not yet." Oh. June finally understood what was bothering him. She squeezed his shoulder gently.

"Bendy, listen to me. No one will force you to trust him." The toon looked up at her. He was on the verge of tears. She placed her hand on top of his head and ruffled her fingers between his horns. "Just take your time and do what you feel is right. Whether you end up trusting him a little or not at all, it's totally up to you." June knelt down and hugged him. "And no matter what you choose, I'll still love you." She leaned back and placed her hands on the sides of his face. She looked him in the eyes. "Do you understand?"

The little toon sniffled and rubbed at his eyes with the back of his hand. Bendy gave her a watery smile. "Thanks, aunt June." She didn't like seeing him so upset and she wanted to take his mind off such a touchy subject.

"Y'know, I have a lot of laundry to take upstairs. Mind helping me out?" And just like that, the smile she knew and loved was back. He placed Cloudy on the floor and ran over to the couch. The little toon grabbed the towels. They were stacked high over his head. June laughed as Bendy headed for the stairs. He swayed from side to side as he tried not to drop the clean towels. She had to tell him to take his time going up the steps because she knew he couldn't see where he was going. June grabbed her basket full of sheets and followed the toon with Cloudy close at her heels.

June was amazed at how Bendy could bounce back so quickly. One minute he looked so heartbroken, the next he's whistling a happy tune as he helped her change the sheets on the girls' beds. She was glad he was so resilient. Bendy didn't need to be bogged down by bad memories. It just didn't suit his jolly nature. He was a ball of energy that managed to put a smile on everyone's face. She never wanted him to loose that.

After they finished with the beds, they headed out into the hall. She needed to put the rest of the linens in the closet. They chatted about what they were going to do on Christmas day. Bendy was excited to see Pearl again and he couldn't wait to meet Grandpa Anderson too. June hoped that things will go smoothly with Norman, Sammy, and Alice here. She had to admit, she wanted to share the holidays with them and Ben. They all deserved to have fun after being stuck in that horrible place for so long.

As they made it to the end of the hall, ink began to bleed through the wall. Soon it formed a dark portal. Normally this didn't surprise them. Ben could pop up anywhere and at anytime so they had gotten used to seeing his inky doorways.

"Aunt June? Something's wrong…" She walked up to the portal with Bendy at her side. He peaked around the towels nervously. They stood there and waited, but Ben didn't step through. Not only that, but the ink was pooling on the floor at their feet. This was unusual because Ben never left ink behind. He didn't even leave inky footprints on the floor. The dark substance was oozing across the floor. Cloudy approached the ink cautiously and sniffed at it. He dipped a paw into it but jumped back as he tried to shake the ink from his paw.

"Ben?" If the demon was playing a trick on them, she didn't like it. "Ben? C'mon, this isn't funny!" June's grip on the basket grew tighter as the portal rippled before them.

"I-I don't like this…" Bendy buried his face in the soft towels. He reached out and tugged on June's sleeve. He didn't like her standing so close to the demon's portal. Even though Ben said he wouldn't, the toon didn't want the demon to grab her.

The portal grew still. June started to back up with Bendy when something shot out of it. It was a large, inky fist! It slammed down on Bendy's body. The toon was pounded into the floor. The blow caused the towels to fly from his hands. His signature pie cut eyes were swirling and stars danced around his head. He was out cold.

"BENDY!" Before she could react, another hand shot out and grabbed her by the throat. She gasped and dropped her basket as sharp claws dug into her neck painfully. She tried to pry the fingers open but the grip on her neck was too strong. She wanted to scream for help, but she couldn't get enough air in her lungs.

The portal rippled violently until a harsh red light burst from the ooze. The light blinded her and she could feel herself being pulled closer to the inky doorway. June squinted because the light was hurting her eyes. After a few seconds, the light dimmed. She blinked as she tried to clear the spots from her eyes. Her vision finally cleared but she wished it hadn't.

The sight before made her heart sink. It was a familiar projector only the lens was cracked. Half of its large body emerged from the portal.

June thought that the lack of oxygen was making her see things. She saw two huge arms with large hands gripping the wall on either side of her. There was another clawed hand like the one wrapped around her neck that grabbed her by her upper arm. The thing that made her blood run cold was the row of teeth that ran down its chest. It reminded her of Sammy, but it couldn't be…

"Nor-man…S-Sam-my?" She could barely get the words out. She gasped and blinked furiously as she tried to chase away the darkness that was creeping into the edges of her vision. She started to panic as memories of Ben smothering her until she passed out played in the back of her mind.

"Nor-man, p-please…" It didn't say anything but the grip on her throat loosened. She managed to get some much needed air into her lungs. The hand on her throat moved away and it tilted its 'head' slightly.

"What's h-happened to you?!" June tried to pull away, but the grip on her arm grew tighter and a deep growl cut her off. The world was a blur when she was suddenly yanked off to the side and slammed into the wall. The wind was knocked out of her and she crumpled to the floor in a boneless heap.

The creature loomed over June and Bendy. It shined its harsh red light on them. Once it was satisfied that neither of them would put up a fight, it reached out with its clawed hands and grabbed the little toon. It held Bendy close to its chest like a precious ragdoll.

It used its large hand to grab June by her waist. The amalgamation hoisted her limp form over its shoulder like a sack of potatoes. It shined its harsh red light and took one last look down the hall. After a few agonizing seconds it backed up into the portal, taking Bendy and June with it.

The hallway grew quiet. The creature was gone. All it left behind was ink dripping down the wall leaving a pool of the substance on the floor… And a very frightened kitten that scurried down the steps.

* * *

 **E/N: I think I have one more story to go before the shadow series comes to an end. I had so much fun writing this. I wanna thank you all for sticking around this long.**

* ** _Here me lord of darkness and chaos! I invoke thee. Hear this humble servant's plea. Free me from this prison of ink. I beseech thee!_**


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